

















0001570937
false
true
FY
2024
--03-31
true
















































17515410



































































0001570937


2023-04-01
2024-03-31




0001570937


2023-09-30




0001570937


2024-06-28




0001570937


2024-03-31




0001570937


2023-03-31




0001570937


2022-04-01
2023-03-31




0001570937

us-gaap:CommonStockMember



2022-03-31




0001570937

us-gaap:AdditionalPaidInCapitalMember



2022-03-31




0001570937

us-gaap:AccumulatedOtherComprehensiveIncomeMember



2022-03-31




0001570937

us-gaap:RetainedEarningsMember



2022-03-31




0001570937


2022-03-31




0001570937

us-gaap:CommonStockMember



2022-04-01
2023-03-31




0001570937

us-gaap:AdditionalPaidInCapitalMember



2022-04-01
2023-03-31




0001570937

us-gaap:AccumulatedOtherComprehensiveIncomeMember



2022-04-01
2023-03-31




0001570937

us-gaap:RetainedEarningsMember



2022-04-01
2023-03-31




0001570937

us-gaap:CommonStockMember



2022-01-01
2023-03-31




0001570937

us-gaap:CommonStockMember



2023-04-01
2024-03-31




0001570937

us-gaap:AdditionalPaidInCapitalMember



2023-04-01
2024-03-31




0001570937

us-gaap:AccumulatedOtherComprehensiveIncomeMember



2023-04-01
2024-03-31




0001570937

us-gaap:RetainedEarningsMember



2023-04-01
2024-03-31




0001570937

us-gaap:CommonStockMember



2023-03-31




0001570937

us-gaap:AdditionalPaidInCapitalMember



2023-03-31




0001570937

us-gaap:AccumulatedOtherComprehensiveIncomeMember



2023-03-31




0001570937

us-gaap:RetainedEarningsMember



2023-03-31




0001570937

us-gaap:CommonStockMember



2024-03-31




0001570937

us-gaap:AdditionalPaidInCapitalMember



2024-03-31




0001570937

us-gaap:AccumulatedOtherComprehensiveIncomeMember



2024-03-31




0001570937

us-gaap:RetainedEarningsMember



2024-03-31




0001570937

us-gaap:FairValueInputsLevel1Member



2024-03-31




0001570937

us-gaap:FairValueInputsLevel2Member



2024-03-31




0001570937

us-gaap:FairValueInputsLevel3Member



2024-03-31




0001570937

us-gaap:FairValueInputsLevel1Member



2023-03-31




0001570937

us-gaap:FairValueInputsLevel2Member



2023-03-31




0001570937

us-gaap:FairValueInputsLevel3Member



2023-03-31




0001570937

ATAO:ConvertibleDebtA7Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtA7Member



2023-03-31




0001570937

ATAO:ConvertibleDebtA7Member



2024-03-31




0001570937

ATAO:ConvertibleDebtA8Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtA8Member



2023-03-31




0001570937

ATAO:ConvertibleDebtA8Member



2024-03-31




0001570937

ATAO:ConvertibleDebtA9Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtA9Member



2023-03-31




0001570937

ATAO:ConvertibleDebtA9Member



2024-03-31




0001570937

ATAO:ConvertibleDebtB7Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtB7Member



2023-03-31




0001570937

ATAO:ConvertibleDebtB7Member



2024-03-31




0001570937

ATAO:ConvertibleDebtB8Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtB8Member



2023-03-31




0001570937

ATAO:ConvertibleDebtB8Member



2024-03-31




0001570937

ATAO:ConvertibleDebtB9Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtB9Member



2023-03-31




0001570937

ATAO:ConvertibleDebtB9Member



2024-03-31




0001570937

ATAO:ConvertibleDebtB10Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtB10Member



2023-03-31




0001570937

ATAO:ConvertibleDebtB10Member



2024-03-31




0001570937

ATAO:ConvertibleDebtB11Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtB11Member



2023-03-31




0001570937

ATAO:ConvertibleDebtB11Member



2024-03-31




0001570937

ATAO:ConvertibleDebtB12Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtB12Member



2023-03-31




0001570937

ATAO:ConvertibleDebtB12Member



2024-03-31




0001570937

ATAO:ConvertibleDebtB13Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtB13Member



2023-03-31




0001570937

ATAO:ConvertibleDebtB13Member



2024-03-31




0001570937

ATAO:ConvertibleDebtB14Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtB14Member



2023-03-31




0001570937

ATAO:ConvertibleDebtB14Member



2024-03-31




0001570937

ATAO:ConvertibleDebtB15Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtB15Member



2023-03-31




0001570937

ATAO:ConvertibleDebtB15Member



2024-03-31




0001570937

ATAO:ConvertibleDebtA10Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtA10Member



2023-03-31




0001570937

ATAO:ConvertibleDebtA10Member



2024-03-31




0001570937

ATAO:ConvertibleDebtA11Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtA11Member



2023-03-31




0001570937

ATAO:ConvertibleDebtA11Member



2024-03-31




0001570937

ATAO:ConvertibleDebtA12Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtA12Member



2023-03-31




0001570937

ATAO:ConvertibleDebtA12Member



2024-03-31




0001570937

ATAO:ConvertibleDebtA13Member



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtA13Member



2023-03-31




0001570937

ATAO:ConvertibleDebtA13Member



2024-03-31




0001570937

ATAO:ConvertibleDebtTotalsMember



2023-03-31




0001570937

ATAO:ConvertibleDebtTotalsMember



2023-04-01
2024-03-31




0001570937

ATAO:ConvertibleDebtTotalsMember



2024-03-31




0001570937

us-gaap:ConvertibleNotesPayableMember



2024-03-31




0001570937

us-gaap:ConvertibleNotesPayableMember



2023-03-31




0001570937


2022-12-31




0001570937

ATAO:DebtConversionMember



2024-03-31




0001570937

ATAO:DebtConversionMember



2023-03-31




0001570937

ATAO:DebtConversionMember



2023-04-01
2024-03-31




0001570937

ATAO:DebtConversionMember



2022-04-01
2023-03-31




0001570937

ATAO:LoansPayableA1Member



2023-04-01
2024-03-31




0001570937

ATAO:LoansPayableA1Member



2023-03-31




0001570937

ATAO:LoansPayableA1Member



2024-03-31




0001570937


2023-01-25
2023-03-31




0001570937


2021-04-15




0001570937

ATAO:StockWarrantMember



2024-03-31




0001570937

ATAO:StockWarrantMember



2023-04-01
2024-03-31




0001570937


2023-04-01
2023-09-30




0001570937

srt:ChiefExecutiveOfficerMember



2024-03-01
2024-03-31




0001570937

srt:ChiefExecutiveOfficerMember



2024-04-01
2024-04-30




0001570937


2021-04-01
2022-03-31




0001570937

srt:DirectorMember



2023-03-01
2024-03-31




0001570937

srt:DirectorMember



2024-03-01
2024-03-31




0001570937

srt:DirectorMember



2024-04-01
2024-04-30



iso4217:USD


xbrli:shares




iso4217:USD


xbrli:shares




xbrli:pure




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
 
FORM 10-K
 
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2024
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________ to
________
 
COMMISSION FILE NO. 333-190235
 
ALTAIR INTERNATIONAL CORP.
(Exact name of registrant as specified in
its charter)
 
 


Nevada
 
99-0385465

(State or other jurisdiction of 
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

 
 
 
322 North Shore Drive, Building 1B, Suite 200
Pittsburgh, PA 15212
(Address of Principal Executive Offices with Zip Code)
 
Registrant’s telephone number, including area
code Tel. (412) 770-3140
 
Securities registered pursuant to Section 12(b) of
the Act: None
 
Securities registered pursuant to Section 12(g)
of the Act: None
Indicate by check mark whether the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☑
 
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☑
 
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☑ No ☐
 
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (X
232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes ☑ No
☐
 
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 


Large accelerated filer ☐
Accelerated filer ☐

Non-accelerated filer ☑
Smaller reporting company ☑

 
Emerging growth company ☐ 

 
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements. ☐
 
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate by check mark whether the registrant has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☐
 
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☑
 
The aggregate market value of the 16,892,725 shares
of voting and non-voting common equity held by non-affiliates computed by reference to the closing price of $0.0415 on September 30, 2023,
at which the common equity was last sold in its most recently completed second fiscal quarter was approximately $8,024,044.
 
As of June 28, 2024, there were 31,975,852 shares
of common stock outstanding.
 





 


 
 
Page

PART I

Item 1.
Business
3

Item 1A.
Risk Factors
5

Item 1B.
Unresolved
    Staff Comments
5

Item 1C.
Cybersecurity
5

Item 2.
Property
5

Item 3.
Legal Proceedings
5

Item 4.
Mine Safety
    Disclosures
5

 

PART
    II

Item 5.
Market
    for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6

Item 6.
[Reserved]
6

Item 7.
Management’s
    Discussion and Analysis of Financial Condition and Results of Operation
7

Item 7A.
Quantitative
    and Qualitative Disclosure About Market Risk
8

Item 8.
Financial
    Statements and Supplementary Data
9

Item 9.
Changes in
    and Disagreements with Accountants on Accounting and Financial Disclosure
20

Item 9A.
Controls
    and Procedures
20

Item 9B.
Other Information
21

Item 9C.
Disclosure
    Regarding Foreign Jurisdictions that Prevent Inspections
21

 

PART
    III

Item 10.
Directors,
    Executive Officers and Corporate Governance
22

Item 11.
Executive
    Compensation
24

Item 12.
Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
25

Item 13.
Certain Relationships
    and Related Transactions, and Director Independence
25

Item 14.
Principal
    Accountant Fees and Services
26

 

PART
    IV

Item 15.
Exhibits,
    and Financial Statement Schedules
26

Item 16
Form 10-K
    Summary 
27

 
Signatures
 

 






ITEM 1. DESCRIPTION OF BUSINESS
 
PART I
 
 
Forward-Looking Statements
 
Unless the context indicates otherwise, as used in
this Annual Report, the terms “Altair,” “we,” “us,” “our,” “our company” and
“our business” refer, to Altair International Corp, including its subsidiaries named herein. Certain statements, other than
purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating
results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking
statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,”
“estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements
are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ
materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:
changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted
accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements.
 
 
Overview
 
Altair International Corp. (“Altair”)
is a development stage company that was incorporated in Nevada on December 20, 2012. The Company is currently in very preliminary discussions
with a number of acquisition targets, each of which we believe would deliver significant value to our shareholders.
 
The Company is currently engaged
in identifying and assessing new business opportunities.
 
Earn-In Agreement
On November 23, 2020, the Company
entered into an Earn-In Agreement with American Lithium Minerals, Inc. (“AMLM”) under which we agreed to make total payments
of $75,000 to AMLM in exchange for a 10% undivided interest in 63 unpatented placer mining claims comprised of approximately 1,260 acres,
and 3 unpatented lode mining claims in Nevada. This $75,000 obligation has been fully satisfied by the Company ($30,000 paid 12/8/2020
and $45,000 paid 1/5/2021), resulting in Altair owning a 10% undivided interest in the claims. The Company has the option to increase
its ownership interest by an additional 50% by a total payment of $1,300,648 for exploration and development costs as follows: $100,648
within year one for an additional 10/%, $600,000 in year two for an additional 20% and $600,000 in year three for an additional 20% ownership
interest. The Earn-In Agreement grants Altair the exclusive right to explore the properties. In July 2021, the Company undertook a sampling
and testing program on the Stonewall lithium project, which returned results showing anomalous lithium content. During 2022, Altair satisfied
payment of the claim fees due to the Unites States Bureau of Land Management, and in August of 2022, Altair and AMLM entered into a 2nd
Amendment to the original Earn-In Agreement, which, among other things, detailed that that parties agreed that the 2021 Calendar Year
work commitment had been satisfied, and made certain changes to the required Annual Work Commitments required to be satisfied by Altair
for the ’22, ’23, and ’24 calendar years. Further sampling and testing will be required to advance the Stonewall project.
 
License and Royalty Agreement
On February 10, 2021, the Company
entered into a License and Royalty Agreement (the “License Agreement”) with St-Georges Eco-Mining Corp. (“SX”)
and St-Georges Metallurgy Corp. (“SXM”) under which Altair has received a perpetual, non-exclusive license from SX of its
lithium extraction technology for Altair to develop its lithium bearing prospects in the United States and SXM’s EV battery recycling
technology for which Altair has agreed to act as exclusive master agent to promote the licensing and deployment of the EV battery recycling
technology in North America. Altair has agreed to provide SX with a net revenue interest royalty on all metals and minerals extracted
(the “Products”) and sold from Altair’s mineral interests in the United States and SX has agreed to provide Altair with
a 1% trailer fee on any royalty received by SX from the licensing of the SX EV battery recycling technology to each licensee of the SX
EV battery recycling technology referred by Altair or Altair’s sub-agents. Altair will pay a royalty of 5% of the net revenue received
by Altair for sales of Products using the lithium extraction technology which decreases to 3% of the net revenue on all payments in excess
of US$8,000,000 of production on an annualized basis.
 


 3 
 

Activities of our wholly-owned subsidiary, EV Lithium
Solution, Inc. (EVLS) 
On March 19, 2021, EVLS acquired
a 100% interest in the IP related to a novel, solid state lithium/graphene battery technology from Cryptosolar Ltd., a Company domiciled
in the United Kingdom. We continue to invest in the research and development of this technology and such development is moving forward
rapidly. We are currently in the process of patenting the technology and are exploring options for commercialization. On July 21, 2021,
the Company engaged Mr. Matthew Kiang to assist in our efforts to commercialize our battery technology, and on August 6, 2021, the Company
filed its first patent application for this technology, which referenced 20 claims. In December 2021, we received a non-final rejection
of the claims on various grounds and we have since determined that the most prudent course of action will be to file a new patent application
rather than amend the existing application. We do not currently have an established timeline for our filing of a new patent application.
We have eliminated the use of lithium in our battery platform, resulting in a technology which does not rely on any electrochemical reactions.
This development results in an energy supply with a cost that will not be affected by the fluctuations in global lithium prices, and carries
no risk of fire as lithium batteries do. We are currently and actively exploring options for commercialization or sale of this technology,
which we have named our Energy Storage Unit, or ESU.
 
On February 16, 2024, we entered
into an Agreement and Plan of Merger (the “Merger Agreement”) among Premier Air Charter, Inc. (“Premier”), Premier
Air Charter Merger Sub, Inc. (“Merger Sub”), and TIPP Aviation, LLC, the sole shareholder of Premier. Under the terms of the
Merger Agreement, Altair will exchange 85% of its shares of common stock for all issued and outstanding shares of Premier common stock
and Merger Sub will be merged into Premier (the “Merger”). The officers and directors of Premier will be the officers and
directors of Altair following the Merger.  The closing of the Merger is subject to a number of pre-conditions, including Premier
providing two years of audited financial statements by a PCAOB registered accounting firm.  Presently, Altair and Premier are working
diligently to satisfy those preconditions with an intent to close the Merger as soon as possible. 

 
Employees
 
As of the date of this Report, the Company has no
full-time nor part-time employees. Our sole officer has a current agreement with the Company to serve in these capacities. We intend to
increase the number of our employees and consultants to meet our needs as the Company grows.
 


 4 
 


ITEM 1A. RISK FACTORS
 
We are a smaller reporting company as defined by Rule
12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item. 
 
 
Item 1B. UNRESOLVED STAFF COMMENTS
 
None
 
 
ITEM 1C. CYBERSECURITY
 
We use,
store and process data for and about our customers, employees, partners and suppliers. We have implemented a cybersecurity risk management
program that is designed to identify, assess, and mitigate risks from cybersecurity threats to this data, our systems and business operations.
 
Cyber Risk Management
and Strategy
 
Under
the oversight of the Board of Directors since we do not currently have an Audit Committee, we have implemented and maintain a risk management
program that includes processes for the systematic identification, assessment, management, and treatment of cybersecurity risks. Our cybersecurity
oversight and operational processes are integrated into our overall risk management processes, and cybersecurity is one of our designated
risk categories. We implement a risk-based approach to the management of cyber threats, supported by cybersecurity technologies, including
automated tools, designed to monitor, identify, and address cybersecurity risks. In support of this approach, our IT security team implements
processes to assess, identify, and manage security risks to the company, including in the pillar areas of security and compliance, application
security, infrastructure security, and data privacy. This process includes regular compliance and critical system access reviews. In addition,
we conduct application security assessments, vulnerability management, penetration testing, security audits, and ongoing risk assessments
as part of our risk management process.
 
We utilize
third parties and consultants to assist in the identification and assessment of risks, including to support tabletop exercises and to
conduct security testing. We utilize well-known cloud-based technologies and service providers such as Amazon AWS, Microsoft Office, and
Google enterprise to provide protection against cybersecurity threats.
 
Further,
we have processes in place to evaluate potential risks from cybersecurity threats associated with our use of third-party service providers
that will have access to our data, including a review process for such providers’ cybersecurity practices, risk assessments, contractual
requirement, and system monitoring.
 
We continue
to evaluate and enhance our systems, controls, and processes where possible, including in response to actual or perceived threats specific
to us or experienced by other companies.
 
Risks
from cybersecurity threats have to date not materially affected us, our business strategy, results of operations or financial condition.
 
 
ITEM 2. DESCRIPTION OF PROPERTY
 
We do not own any real estate or other properties.
 
 
ITEM 3. LEGAL PROCEEDINGS
 
There are no material claims, actions, suits, proceedings,
or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting
its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.
 
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.
 


 5 
 

PART II
 
ITEM 5. MARKET FOR COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
 
Our common shares are quoted on the OTCQB Market under
the symbol “ATAO”. Trading in stocks quoted on the OTC Market is often thin and is characterized by wide fluctuations in trading
prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there
will be a market in the future for our common stock.
 
OTC Market securities are not listed or traded on
the floor of an organized national or regional stock exchange. Instead, OTC Market securities transactions are conducted through a telephone
and computer network connecting dealers in stocks. OTC Market issuers are traditionally smaller companies that do not meet the financial
and other listing requirements of a regional or national stock exchange.
 
Number of Holders
 
As of June 28, 2024, 31,975,852 issued and outstanding
shares of common stock were held by 69 shareholders of record.
 
Dividend Policy
 
We have never paid any cash dividends and intend,
for the foreseeable future, to retain any future earnings for the development of our business. Our Board of Directors will determine our
future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements
and investment opportunities.
 
Recent Issuance of Unregistered Securities
 
During the year ended March 31, 2024, EROP Enterprises
LLC converted $35,000 and $2,336 of principal and interest, respectively, into 1,749,820 shares of common stock.
 
During the year ended March 31, 2024, Thirty05 converted
$25,000 and $2,772 of principal and interest, respectively, into 1,455,572 shares of common stock.
 
Securities Authorized for Issuance Under Equity
Compensation Plans
 
None.
 
 
ITEM 6. [Reserved]
 


 6 
 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion should be read in conjunction
with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed
in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance
with United States Generally Accepted Accounting Principles.
 
 
RESULTS OF OPERATIONS
 
We have incurred recurring losses to date. Our financial
statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating
to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue
in operation.
 
We expect we will require additional capital to meet
our long-term operating requirements. We expect to raise additional funds through, among other things, the sale of equity or debt securities
although no assurance can be given as to availability of funds or the terms thereof.
 
We are both currently and generally exploring options
which will bring value to our shareholders and are in early stage discussions with a number of potential acquisition targets. Management
resolves to provide updates on these efforts at the earliest such time that they become tangible.
 
Results of Operations
 
Year Ended March 31, 2024 Compared to the Year
Ended March 31, 2023
 
Revenues
The Company has not recognized any revenue to date.
 
Operating Expenses
Mining and exploration expenses for the year
ended March 31, 2024, was $0 compared to $10,890 for the year ended March 31, 2023, a decrease of $10,890. The Company’s mining
and exploration expenses have decreased to $0 in the current period as the Company looks for new opportunities.
 
Compensation expense – related party
for the year ended March 31, 2024, was $48,000 compared to $318,000 for the year ended March 31, 2023. The Company incurs compensation
expense for its CEO. In the prior period we recognized $102,000 of stock compensation expense from shares issued for services.
 
Director compensation expense for the year
ended March 31, 2024, was $33,600 compared to $32,500 for the year ended March 31, 2023, an increase of $1,100 OR 3.4%. We compensate
our director, Ramzi Khoury, $2,500 per month.
 
General and administrative expense (“G&A”)
for the year ended March 31, 2024, was $99,578 compared to $96,150 for the year ended March 31, 2023, an increase of $3,428 or 3.6%.
In the current period are larger expenses were for professional fees of $44,700 and expenses related to being a public company of 17,966.
In the prior period are larger expenses were for professional fees of $43,096 and other outside services of $52,000.
 
Other Expense
Total other expense for the year ended March 31, 2024,
was $217,707 consisting of $125,169 of interest expense, which includes $110,920 of debt discount amortization, a gain for the change
in fair value of derivatives of $120,069, a loss on settlement of debt of $205,737, a loss on issuance of debt of $10,872 and a gain on
conversion of debt of $4,002.
 
Total other expense for the year ended March 31, 2023,
was $1,292,809, consisting of $195,528 of interest expense, which includes $184,389 of debt discount amortization, a loss on the change
in the fair value of derivative of $1,003,598 and a loss on the issuance of convertible debt of $138,127. Our losses were offset by a
gain on the settlement of debt of $6,000, and a gain on conversion of debt of $38,444.
 
Net Loss
Net loss for the year ended March 31, 2024, was $398,885,
in comparison to a net loss of $1,750,349 for the year ended March 31, 2023.
 


 7 
 

LIQUIDITY AND CAPITAL RESOURCES
 
Cash flow used in Operating Activities.
We have not generated positive cash flows from operating
activities. During the year ended March 31, 2024, the Company used $117,099 of cash for operating activities compared to $142,020 of cash
for operating activities in the prior period.
 
Cash flow used in Investing Activities.
We had no cash flow from investing activity during
the years ended March 31, 2024 and 2023.
 
Cash flow from Financing Activities
We have financed our operations primarily from either
advancements or the issuance of equity and debt instruments. During the year ended March 31, 2024, the Company received $92,500 of cash
from financing activities. During the year ended March 31, 2023, the Company received $150,000 of cash from financing activities.
 
PLAN OF OPERATION AND FUNDING
 
We expect that working capital requirements
will continue to be funded through a combination of our existing funds, advances from shareholders and further issuances of securities.
Our working capital requirements are expected to increase in line with the growth of our business.
 
Existing working capital, further advances
and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no
lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private
placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating
expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business); (ii) acquisition of assets;
and (iii) sales and marketing expenses. We intend to finance these expenses with further issuances of securities and debt issuances. Thereafter,
we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances
of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights,
preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors
or opportunities, which could significantly and materially restrict our business operations.
 
Critical Accounting Policies
 
Refer to Note 2 of our financial statements contained
elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopted and issued accounting standards.
  
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
 
We are a smaller reporting company as defined by Rule
12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 


 8 
 


 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
 
 
 
 
ALTAIR INTERNATIONAL CORP.
INDEX TO FINANCIAL STATEMENTS
 
 


Report of Independent Registered Public Accounting
    Firm
F-2

Consolidated Balance Sheets as of March 31, 2024
    and 2023
F-3

Consolidated Statements of Operations for the
    Years ended March 31, 2024 and 2023
F-4

Consolidated Statements of Stockholders’
    Deficit for the Years ended March 31, 2024 and 2023
F-5

Consolidated Statements of Cash Flows for the
    Years ended March 31, 2024 and 2023
F-6

Notes to the Consolidated Financial Statements
F-7

 
 


 9 
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Shareholders of Altair
International Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of Altair International Corp. (“the Company”) as of March 31, 2024 and 2023, and the related consolidated statements
of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended March 31, 2024,
and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of March 31, 2024 and 2023 and the results of its operations and its
cash flows for each of the years in the two-year period ended March 31, 2024, in conformity with accounting principles generally accepted
in the United States of America.
Going Concern
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company
has an accumulated deficit and net losses since inception. These factors, among others, raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising
from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee
and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there were no critical audit matters.




Fruci & Associates II, PLLC – PCAOB ID #05525
We have served as the Company’s auditor since 2021.
 
Spokane, Washington


July 2, 2024
 
 

 


 F-2 
 


 
  ALTAIR INTERNATIONAL CORP.
CONSOLIDATED BALANCE
SHEETS


 
 
 
 
 
 
 
 
 

 
 
March 31, 
    2024
 
March 31, 
    2023

ASSETS
 
 
 
 
 
 
 
 

Current Assets:
 
 
 
 
 
 
 
 

Cash
 
$
4,298
 
 
$
28,897
 

Prepaid
 
 
6,500
 
 
 
—  
 

Prepaid stock compensation
 
 
—  
 
 
 
7,980
 

Total Current Assets
 
 
10,798
 
 
 
36,877
 

 
 
 
 
 
 
 
 
 

Total Assets
 
$
10,798
 
 
$
36,877
 

 
 
 
 
 
 
 
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
 
 
 
 
 
 
 

Current Liabilities:
 
 
 
 
 
 
 
 

Accounts payable
 
$
—
 
 
$
3,500
 

Accrued compensation
 
 
—
 
 
 
25,500
 

Loans payable
 
 
14,165
 
 
 
14,165
 

Interest payable
 
 
13,029
 
 
 
3,889
 

Convertible notes payable, net of debt discount of $5,210 and $91,100,
    respectively
 
 
166,234
 
 
 
47,844
 

Derivative liability
 
 
—  
 
 
 
88,169
 

Total Current Liabilities
 
 
193,428
 
 
 
183,067
 

Total Liabilities
 
 
193,428
 
 
 
183,067
 

 
 
 
 
 
 
 
 
 

Stockholders’ Equity (Deficit):
 
 
 
 
 
 
 
 

Preferred Stock, $0.001 par value, 10,000,000 shares
    authorized, no shares issued
 
 
—  
 
 
 
—  
 

Common Stock, $0.001 par value,
    5,000,000,000 shares authorized; 30,238,686  and 24,692,459 shares issued and outstanding, respectively
 
 
30,239
 
 
 
24,693
 

Common stock to be issued
 
 
58,938
 
 
 
—
 

Additional paid in capital
 
 
17,243,603
 
 
 
16,945,642
 

Accumulated deficit
 
 
(17,515,410)
 
 
 
(17,116,525
)

Total Stockholders' Equity (Deficit)
 
 
(182,630)
 
 
 
(146,190
)

Total Liabilities and Stockholders' Deficit
 
$
10,798
 
 
$
36,877
 

 
 
The accompanying notes are an integral part of these
consolidated financial statements.
 


 F-3 
 


  ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS
OF OPERATIONS


 
 
 
 

 
For The Years Ended March
    31,

 
2024
 
2023

Operating Expenses:
 
 
 
 
 
 
 

    Mining exploration expense
$
—
 
 
$
10,890
 

Compensation - related party
 
48,000
 
 
 
318,000
 

Director fees
 
33,600
 
 
 
32,500
 

General and administrative
 
99,578
 
 
 
96,150
 

Total operating expenses
 
181,178
 
 
 
457,540
 

 
 
 
 
 
 
 
 

Loss from operations
 
(181,178)
 
 
 
(457,540)
 

 
 
 
 
 
 
 
 

Other Income (Expense):
 
 
 
 
 
 
 

Interest expense
 
(125,169)
 
 
 
(195,528)
 

Gain on conversion of debt
 
4,002
 
 
 
38,444
 

Change in fair value
 
120,069
 
 
 
(1,003,598)
 

(Loss) gain on settlement of debt
 
(205,737)
 
 
 
6,000
 

Loss on issuance of convertible debt
 
(10,872)
 
 
 
(138,127)
 

Total other expense
 
(217,707)
 
 
 
(1,292,809)
 

 
 
 
 
 
 
 
 

Loss before provision for income taxes
 
(398,885)
 
 
 
(1,750,349)
 

Provision for income taxes
 
—
 
 
 
—
 

 
 
 
 
 
 
 
 

Net Loss
$
(398,885)
 
 
 
(1,750,349)
 

 
 
 
 
 
 
 
 

Loss per share, basic and diluted
$
(0.02)
 
 
$
(0.07)
 

Weighted average shares outstanding, basic and
    diluted
 
25,605,919
 
 
 
24,234,937
 

 
 
The accompanying notes are an integral part of these
consolidated financial statements.
 


 F-4 
 


 
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(DEFICIT)
FOR THE YEARS
ENDED MARCH 31, 2024 AND 2023



  
  
  
  
  
  
 

  
Common
    Stock 
Additional
    Paid in 
Common
    Stock  To be 
Accumulated 
Total 
    Stockholders'

  
Shares 
Amount 
Capital 
Issued 
Deficit 
(Deficit)

Balance, March 31, 2022 
 23,769,678  
$23,770  
$15,357,857  
$—    
$(15,366,176) 
$15,451 

Shares issued for debt 
 852,781  
 853  
 1,565,355  
 —    
 —    
 1,566,208 

Shares issued for accounts payable – related party 
 70,000  
 70  
 22,430  
 —    
 —    
 22,500 

Net loss 
 —    
 —    
 —    
 —    
 (1,750,349) 
 (1,750,349)

Balance, March 31, 2023 
 24,692,459  
 24,693  
 16,945,642  
 —    
 (17,116,525) 
 (146,190)

Shares issued for debt 
 2,419,559  
 2,420  
 209,487  
 58,938  
 —    
 270,845 

Shares issued for compensation – related party 
 3,126,668  
 3,126  
 83,474  
 —    
 —    
 86,600 

Forgiveness of debt – related party 
 —    
 —    
 5,000  
 —    
 —    
 5,000 

Net loss 
 —    
 —    
 —    
 —    
 (398,885) 
 (398,885)

Balance, March 31, 2024 
 30,238,686  
$30,239  
$17,243,603  
$58,938  
$(17,515,410) 
$(182,630)

 
  
The accompanying notes are an integral part of these
consolidated financial statements.
 


 F-5 
 


ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 


  
  
 

  
For the
    Years Ended  March 31,

  
2024 
2023

CASH FLOW FROM OPERATING ACTIVITIES: 
    
   

Net loss 
$(398,885) 
$(1,750,349)

Adjustments to reconcile net loss
    to net cash used in operating activities: 
    
   

Debt discount expense 
 110,920  
 184,389 

Stock issued for services –
    related party 
 3,600  
 270,000 

Gain on conversion of debt 
 (4,002) 
 (38,444)

Loss on conversion of debt 
 205,737  
 —   

Loss on issuance of convertible debt 
 10,872  
 138,127 

Gain on settlement of debt 
 —    
 (6,000)

Change in fair value of derivative 
 (120,069) 
 1,003,598 

Changes in Operating Assets and Liabilities: 
    
   

Prepaid 
 7,980  
 (7,980)

Accounts payable 
 (3,500) 
 12,000 

Accrued compensation 
 56,000  
 41,500 

Accrued interest 
 14,248  
 11,139 

Net Cash Used
    in Operating Activities 
 (117,099) 
 (142,020)

  
    
   

CASH FLOWS FROM
    INVESTING ACTIVITIES: 
 —    
 —   

  
    
   

CASH FLOWS FROM FINANCING ACTIVITIES: 
    
   

Proceeds from convertible notes payable 
 92,500  
 100,000 

Proceeds from
    notes payable 
 —    
 50,000 

Net Cash Provided
    by Financing Activities 
 92,500  
 150,000 

  
    
   

Net Change in Cash 
 (24,599) 
 7,980 

Cash at Beginning of Period 
 28,897  
 20,917 

Cash at End of Period 
$4,298  
$28,897 

  
    
   

Cash paid during the year for: 
    
   

Interest 
$—    
$—   

Income taxes 
$—    
$—   

  
    
   

Supplemental non-cash disclosure: 
    
   

Common stock
    issued for conversion of debt 
$65,108  
$247,364 

Common stock
    issued for accounts payable – related party 
$—    
$22,500 

Common stock
    issued for accrued compensation – related party 
$76,500  
$—   

 
 
The accompanying notes are an integral part of these
consolidated financial statements.
 

 F-6 
 


ALTAIR INTERNATIONAL CORP.
Notes to the Consolidated Financial Statements
March 31, 2024
 
 
NOTE 1 – ORGANIZATION AND BUSINESS
OPERATIONS
Organization and Description of Business
ALTAIR INTERNATIONAL CORP. (the “Company”
“Altair”) was incorporated under the laws of the State of Nevada on December 20, 2012. The Company’s physical address
is 322 North Shore Drive, Building 1B, Suite 200, Pittsburgh, PA 15212.
 
License and Royalty Agreement
On February 10, 2021, the Company entered into a License
and Royalty Agreement (the “License Agreement”) with St-Georges Eco-Mining Corp. (“SX”) and St-Georges Metallurgy
Corp. (“SXM”) under which Altair has received a perpetual, non-exclusive license from SX of its lithium extraction technology
for Altair to develop its lithium bearing prospects in the United States and SXM’s EV battery recycling technology for which Altair
has agreed to act as exclusive master agent to promote the licensing and deployment of the EV battery recycling technology in North America.
Altair has agreed to provide SX with a net revenue interest royalty on all metals and minerals extracted (the “Products”)
and sold from Altair’s mineral interests in the United States and SX has agreed to provide Altair with a 1% trailer fee on any royalty
received by SX from the licensing of the SX EV battery recycling technology to each licensee of the SX EV battery recycling technology
referred by Altair or Altair’s sub-agents. Altair will pay a royalty of 5% of the net revenue received by Altair for sales of Products
using the lithium extraction technology which decreases to 3% of the net revenue on all payments in excess of US $8,000,000 of production
on an annualized basis.
 
The lithium extraction technology remains under development
by SX and SXM.
 
EVLS 
In August of 2021, the Company filed a patent application
with the USPTO for its carbon nanotube/graphene based battery technology, which was comprised of 20 claims. In late November of 2021,
we received a non-final rejection notice from the USPTO, citing a number of issues with the claims that would require amendment and/or
modification. As we wish to submit a patent application with new ‘artwork,’ or technical drawings, we have decided to file
a new patent application when feasible, as per USPTO policy an applicant cannot submit new artwork with an amended application. The technology
remains viable, under further development, and, in our view, holds great potential to have a disruptive impact in the battery space.
 
On February 16, 2024, we entered into an Agreement
and Plan of Merger (the “Merger Agreement”) among Premier Air Charter, Inc. (“Premier”), Premier Air Charter Merger
Sub, Inc. (“Merger Sub”), and TIPP Aviation, LLC, the sole shareholder of Premier. Under the terms of the Merger Agreement,
Altair will exchange 85% of its shares of common stock for all issued and outstanding shares of Premier common stock and Merger Sub will
be merged into Premier (the “Merger”). The officers and directors of Premier will be the officers and directors of Altair
following the Merger.  The closing of the Merger is subject to a number of pre-conditions, including Premier providing two years
of audited financial statements by a PCAOB registered accounting firm.  Presently, Altair and Premier are working diligently to satisfy
those preconditions with an intent to close the Merger as soon as possible. 
 
 
NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The Company’s financial statements have been
prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
 
Use of estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results may differ from those estimates.
 
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the
balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have
not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
 
Cash Equivalents
The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2024 and
2023.
 


 F-7 
 

Principles of Consolidation
The accompanying consolidated financial statements
for the years ended March 31, 2024 and 2023, include the accounts of the Company and its wholly owned subsidiary, EV Lithium Solutions,
Inc. All significant intercompany transactions have been eliminated in consolidation.
 
Mining Expenses
The Company records all mining exploration and evaluation
costs as expenses in the period in which they are incurred.
 
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the
FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the
FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.
Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States
of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value into three broad levels.  The fair value hierarchy gives the highest priority to quoted prices
(unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of
fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
 


Level 1:
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 
 

Level 2:
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 
 

Level 3:
Pricing inputs that are generally unobservable inputs and not corroborated by market data.

 
The carrying amount of the Company’s financial
assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity
of those instruments. The Company’s notes payable approximate the fair value of such instruments as the notes bear interest
rates that are consistent with current market rates.
 
The following table classifies the Company’s
liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:
 
March 31, 2024
 


 
Description
 
Level
    1
 
Level
    2
 
Level
    3

 
Derivative
 
 
$
—  
 
 
$
—  
 
 
$
—  
 

 
Total
 
 
$
—  
 
 
$
—  
 
 
$
—  
 

 
March 31, 2023
 


 
Description
 
Level
    1
 
Level
    2
 
Level
    3

 
Derivative
 
 
$
—  
 
 
$
—  
 
 
$
88,169
 

 
Total
 
 
$
—  
 
 
$
—  
 
 
$
88,169
 

 
  
 
 Income
taxes
The Company follows Section 740-10-30 of the FASB
Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences
of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are
based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for
the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income
in the period that includes the enactment date.
 


 F-8 
 

Stock-based Compensation
In June 2018,
the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment
Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner
as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual
periods.
 
Basic and Diluted Earnings Per Share
Net income (loss) per common share is computed pursuant
to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing
net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss)
per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding
shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common
shares assumes that the Company incorporated as of the beginning of the first period presented. As of March 31, 2024, the Company has
approximately 8,906,000 potentially dilutive shares of common stock from convertible notes payable. As of March 31, 2023, the Company
had approximately 2,888,650 potentially dilutive shares of common stock from convertible notes payable and 40,000 potentially dilutive
shares of common stock from outstanding warrants. Diluted amounts are not presented when the effect of the computations are anti-dilutive
due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. 
 
 
Recent Accounting Pronouncements 
The Company has implemented all new accounting pronouncements
that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed,
and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material
impact on its financial position or results of operations.
 
 
NOTE 3 – GOING CONCERN
 
The Company’s consolidated financial statements
have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities
in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated
deficit of $17,515,410 as of March 31, 2024. Further losses are anticipated in the development of its business raising substantial doubt
about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon
the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next
twelve months with existing cash on hand, loans from third parties and/or private placement of common stock. The financial statements
of the Company do not include any adjustments that may result from the outcome of these uncertainties.
 

 F-9 
 

NOTE 4 – CONVERTIBLE NOTES
PAYABLE
A summary of the Company’s convertible notes
as of March 31, 2024, is presented below:
 


Note
    Holder 
Date 
Maturity
    Date 
Interest 
Balance
                                            March 31, 2023 
Additions 
Conversions 
Balance
    March 31, 2024

Thirty
    05, LLC (1)
 
 
1/25/2022
 
 
1/25/2024
 
 
8
%
 
$
5,000
 
 
$
— 
 
 
$
(5,000
)
 
$
— 
 

Thirty
    05, LLC (2)
 
 
3/7/2022
 
 
3/7/2024
 
 
8
%
 
$
2,500
 
 
$
— 
 
 
$
(2,500
)
 
$
— 
 

Thirty
    05, LLC (2)
 
 
5/19/2022
 
 
 5/19/2023
 
 
8
% 
 
$
15,000
 
 
$
— 
 
 
$
(15,000
) 
 
$
— 
 

EROP
    Enterprises (1)
 
 
 11/14/2022
 
 
 11/14/2023
 
 
 8
%
 
$
10,000
 
 
$
— 
 
 
$
(10,000
) 
 
$
— 
 

EROP
    Enterprises (1)
 
 
 12/15/2022
 
 
 12/15/2023
 
 
 8
%
 
$
51,444
 
 
$
— 
 
 
$
—  
 
 
$
51,444
 

EROP
    Enterprises (1)
 
 
12/29/2022
 
 
12/29/2023
 
 
 8
%
 
$
25,000
 
 
$
— 
 
 
$
—  
 
 
$
25,000
 

EROP
    Enterprises (1)
 
 
2/13/2023
 
 
2/13/2024
 
 
 8
% 
 
$
10,000
 
 
$
— 
 
 
$
(10,000
) 
 
$
— 
 

EROP
    Enterprises (1)
 
 
3/28/2023
 
 
3/28/2024
 
 
8
%
 
$
20,000
 
 
$
— 
 
 
$
—  
 
 
$
20,000
 

EROP
    Enterprises (1)
 
 
6/14/2023
 
 
6/14/2024
 
 
8
%
 
$
—  
 
 
$
25,000
 
 
$
—  
 
 
$
25,000
 

EROP
    Enterprises (1)
 
 
8/15/2023
 
 
8/15/2024
 
 
8
%
 
$
—  
 
 
$
15,000
 
 
$
(15,000
) 
 
$
— 
 

EROP
    Enterprises (1)
 
 
9/13/2023
 
 
9/13/2024
 
 
8
%
 
$
—  
 
 
$
15,000
 
 
$
—  
 
 
$
15,000
 

EROP
    Enterprises (2)
 
 
12/21/2023
 
 
12/21/2024
 
 
8
% 
 
$
—  
 
 
$
10,000
 
 
$
 —  
 
 
$
10,000
 

Thirty
    05, LLC (2)
 
 
12/31/2023
 
 
12/31/2024

 
8
%
 
$
 —  
 
 
$
 2,500
 
 
$
 (2,500
) 
 
$
— 
 

EROP Enterprises (3)
 
 
1/12/2024
 
 
1/12/2025
 
 
8
%
 
 
—  
 
 
 
5,000
 
 
 
—  
 
 
 
5,000
 

EROP Enterprises (4)
 
 
2/28/2024
 
 
2/28/2025
 
 
8
%
 
 
—  
 
 
 
12,000
 
 
 
—  
 
 
 
12,000
 

EROP Enterprises (4)
 
 
2/28/2024
 
 
2/28/2025
 
 
8
%
 
 
—  
 
 
 
8,000
 
 
 
—  
 
 
 
8,000
 

  
    
Total  
$138,944  
$92,500  
$(60,000)  
$171,444 

  
    
Less
    Discount  
$(91,100) 
    
    
$(5,210)

  
    
Total  
$47,844  
    
    
$166,234 

    
On January 25, 2023, EROP Enterprises LLC, agreed
to extend the convertible promissory notes dated January 25, 2022 and March 7, 2022 by one additional year.
 
Total accrued interest on the above Notes as of March
31, 2024 and 2023 is $13,029  and $3,889, respectively.
 


 
(1)
On December 5, 2023, the note holders agreed to change the conversion rate to $0.02.

 
(2)
Converts at $0.015 per share.

 
(3)
Converts at $0.04 per share.

 
(4)
Converts at $0.03 per share.

 
A summary of the activity of the derivative liability
for the notes above is as follows:


  
 

Balance at March 31, 2023 
$88,169 

Increase to derivative due to new issuances 
 35,872 

Decrease to derivative due to conversion/repayments 
 (3,972)

Derivative loss due to mark to market adjustment 
 86,921 

Eliminate derivative for change of conversion feature 
 (206,990)

Balance at March 31, 2024 
$—   

  


 F-10 
 

A summary of quantitative information about significant
unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of
the fair value hierarchy as of and March 31, 2024 and 2023, is as follows:
 


Inputs 
March 31, 2024 
March 31, 2023

Stock price 
$—    
$0.051 

Conversion price 
$—    
$0.015 – 0.056 

Volatility (annual) 
 —   
 187.53% - 200.08%

Risk-free rate 
 —    
 4.64 - 4.94 

Dividend rate 
 —    
 —   

Years to maturity 
 —
                                                                
 .13 - .99 


       
A summary of quantitative information about significant
unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of
the fair value hierarchy at the time of conversion is as follows:
 


Inputs
 
March 31, 2024
 
March 31, 2023

Stock price
 
$
0.036
 
 
$
0.01 – 0.0141
 

Conversion price
 
$
.0272
 
 
$
0.0106 – 0.0105
 

Volatility (annual)
 
 
238.38
% 
 
 
140.81 – 196.26
%

Risk-free rate
 
 
5.59
%
 
 
1.15 – 4.72
%

Dividend rate
 
 
—
 
 
 
—  
 

Years to maturity
 
 
.05
 
 
 
.25 – .45
 

      
The development and determination of the unobservable
inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.
 
 
NOTE 5 – LOAN PAYABLE
 
A summary of the Company’s loans payable as
of March 31, 2024, is presented below:
 


Note Holder 
Date 
Maturity Date 
Interest 
Balance
                                             March 31, 2023 
Additions 
Repayments 
Balance
    March 31, 2024

Third
    party 
 8/24/2020  
8/24/2021 
 0% 
 14,165  
$—   
$—    
$14,165 

   
 



 F-11 
 

NOTE 6 – COMMON STOCK
 
Effective January 25, 2023, the Company effectuated
a 1 for 25 reverse stock split and reduced its authorized shares of common stock from 5,000,000,000 (5 billion) to 500,000,000
(500 million).
All shares of common stock throughout these financial statements have been retroactively adjusted to reflect the reverse split. As a result
of the reverse split, $592,619
was reclassed from the common stock to additional paid in capital account.
 
On July 22, 2022, Mr. Hampton converted the note payable
of $39,684 into 79,368 shares of common stock.
 
During the year ended March 31, 2023, EROP Enterprises
LLC converted $197,783 and $9,812 of principal and interest, respectively, into 773,412 shares of common stock.
 
During the year ended March 31, 2024, EROP Enterprises
LLC converted $35,000 and $2,336 of principal and interest, respectively, into 1,749,820 shares of common stock.
 
During the year ended March 31, 2024, Thirty05 converted
$25,000 and $2,772 of principal and interest, respectively, into 1,455,572 shares of common stock.
 
Refer to Note 8 for shares issued to related parties.
 
 
NOTE 7 – WARRANTS
 
On October 15, 2020, the Company entered into a service
agreement with a third party for a term of six months. Per the terms of the agreement the party was granted 40,000
warrants to purchase
shares of common stock. The warrant vested on April 15, 2021. The warrants have an exercise price $0.25
and expire in three years. The
aggregate fair value of the warrants totaled $180,000
based on the Black Scholes Merton pricing model using the following estimates: stock
price of $4.50, exercise price of $0.25, 1.57% risk free rate, 735.46% volatility and expected life of the warrants of 3 years.
 
A summary of the status of the Company’s outstanding
stock warrants and changes during the year is presented below:
 


  
Number
    of Warrants 
Weighted
     Average  Price 
Weighted
     Average  Fair Value 
Aggregate
    Intrinsic Value

 Outstanding,
                                            March 31, 2023  
 40,000  
$0.25  
$0.18  
$—   

 Issued  
 —    
$—    
$—    
 —   

 Exercised  
 —    
$—    
$—    
 —   

 Expired  
 (40,000)  
$—    
$—    
 —   

 Exercisable, March 31, 2024  
 —    
$—    
$—    
$—   

  
 
NOTE
8 – RELATED PARTY TRANSACTIONS
 
During the years ended March 31, 2024 and 2023, the
Company paid Mr. Leonard Lovallo $22,000 and $34,000 for his role as Chief Executive Officer and President of the Company. As of March
31, 2024, Mr. Lovallo agreed to accept shares of common stock for his accrued salary through March 31, 2024 and for April Compensation.
Mr. Lovallo received 1,760,000 shares of common stock for $44,000 of accrued salary and 160,000 shares of common stock for $4,000 for
April compensation. The shares received for April were debited to prepaids. As of March 31, 2024 and 2023, the Company has accrued $0 and $18,000 of compensation due to Mr. Lovallo, respectively.
 
On January 8, 2022, the Company renewed and extended
its contract with its CEO for a term of one year. As a signing bonus, Mr. Lovallo was granted 400,000
shares of the Company’s common stock. The shares were valued at $0.90,
for total expense of $360,000,
which was amortized over the one-year term. Mr. Lovallo’s contract was extended for another year on January 1, 2023.
 
On December 22, 2022, Ramzi Khoury, Director, converted
$22,500
due to him into 70,000
shares of common stock.
 
As of March 31, 2024, Mr. Khoury agreed to accept
shares of common stock for his accrued salary through March 31, 2024 and for April Compensation. Mr. Khoury received 1,083,334 shares
of common stock for $32,500 of accrued salary and 83,334 shares of common stock for $2,500 for April compensation. The shares received
for April were debited to prepaids. In addition, Mr. Khoury forgave $5,000 that was owed to him. The amount was credited to paid in capital.
As of March 31, 2024 and 2023, the Company has accrued $0 and $7,500 of compensation due to Mr. Khoury, respectively.
 


 F-12 
 

NOTE 9 – INCOME TAX
 
Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and
deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion
of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate
is 21%.
 
The provision for Federal income tax consists of the
following March 31:
 


  
2024 
2023

Federal income tax benefit attributable to: 
    
   

Current Operations 
$83,800  
$367,600 

Less: valuation allowance 
 (83,800) 
 (367,600)

Net provision for Federal income taxes 
$—    
$—   

 
The cumulative tax effect at the expected rate of
21% of significant items comprising our net deferred tax amount is as follows:
 


  
2024 
2023

Deferred tax asset attributable to: 
    
   

Net operating loss carryover 
$3,678,000  
$3,594,000 

Less: valuation allowance 
 (3,678,000) 
 (3,594,000)

Net deferred tax asset 
$—    
$—   

 
At March 31, 2024, the Company had net operating loss
carry forwards of approximately $3,678,000 that may be offset against future taxable income.  No tax benefit has been reported
in the March 31, 2024 or 2023 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
 
Due to the change in ownership provisions of the Tax
Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should
a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
 
ASC Topic 740 provides guidance on the accounting
for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether
it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If
the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial
statements.
 
The Company includes interest and penalties arising
from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of March 31, 2024, the Company
had no accrued interest or penalties related to uncertain tax positions.
 
 
NOTE 10 – SUBSEQUENT EVENTS
 
In accordance with SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it
has the following material subsequent events to disclose in these financial statements.
 
On April 9, 2024, the Company’s transfer agent
issued 785,833 shares of common stock due to EROP as of March 31, 2024, for the conversion of debt.
 
On April 23, 2024, Ramzi Khoury resigned his position
as a director of the Company.
 
On May 16, 2024, the Company issued Mr. Lovallo 160,000
shares of common stock for compensation expense of $4,000.
 
On May 31, 2024, EROP converted $15,000 and $827
of principal and interest, respectively, into 791,333 shares of common stock.
 

 F-13 
 

 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
 
 
ITEM 9A. CONTROLS AND PROCEDURES.
 
Management’s Report Disclosure Controls and
Procedures
 
During the fourth quarter of the
year ended March 31, 2024 out an evaluation, under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded
that, as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our
management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.
 
Our principal executive officer
and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error
or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
 
To address the material weaknesses,
we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual
report have been prepared in accordance with generally accepted accounting principles. In addition, we engaged accounting consultants
to assist in the preparation of our financial statements. Accordingly, management believes that the financial statements included
in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
 
Management’s Report on Internal Control over
Financial Reporting
 
Internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of,
our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. The management is responsible for establishing and maintaining adequate internal
control over our financial reporting. Under the supervision and with the participation of our management, including our principal executive
officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting
using the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our
internal control over financial reporting was not effective as of March 31, 2024.
 
We are aware of the following
material weaknesses in internal control that could adversely affect the Company’s ability to record, process, summarize and report
financial data:
 


 
•
Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactions

 


 
•
Due to our size and scope of operations, we currently do not have an independent audit committee in place

 


 
•
Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting.

 


 20 
 

Inherent limitations on effectiveness of controls
 
Internal control over financial
reporting has inherent limitations, which include but is not limited to the use of independent professionals for advice and guidance,
interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel
factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses
in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion
or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible
to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control and Financial Reporting
 
There has been no change in our internal
control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control
over financial reporting as of March 31, 2024, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
 
Item 9B. Other Information
 
None.
 
 
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 
 
None.

 


 21 
 

PART III
 
Item 10. Directors,
Executive Officers and Corporate Governance
 
Directors and Executive Officers
 
The names of our director and executive officers as
of March 31, 2024, their ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the
discretion of, our board of directors.
 


Name
    and Address of Executive Officer and/or Director
Age
Position

Leonard Lovallo
322 North Shore Dr, Bldg 1B,
Pittsburgh, PA 15212
43
CEO and Director

 
 
 

Ramzi Khoury
6501 E Greenway Pkwy #103-412
Scottsdale,
    AZ 85254
67
Independent Director

 
Leonard Lovallo
On May 5, 2020, the Board of Directors appointed Leonard
Lovallo as a new independent member of the Board. On August 31, 2020, the Board of Directors appointed Mr. Lovallo as the new CEO.
 
Mr. Lovallo, is Managing Member of Millennial Investments,
LLC, a consulting firm that he controls, through which he has, since 2014, assisted public and private companies in the areas of mergers,
acquisitions, debt restructuring, equity investments and corporate governance. Mr. Lovallo graduated from the State University of New
York (Buffalo) with a BA in psychology. The Company believes that the business experience of Mr. Lovallo with the growth and financial
structuring of public and private companies qualifies him to be a valuable member of the Board.
 
Ramzi
Khoury
On February
8, 2021, the Board of Directors of the registrant appointed Ramzi Khoury, as a member of the Board of Directors of the Company to fill
a vacancy on its Board of Directors. Since 2011, Ramzi Khoury has served as CEO of Forinstrats Limited, a company formed under the laws
of the United Kingdom. Prior to this Mr. Khoury has been employed with a number of multinational companies, including Hampton International
in London; Gillette International in Boston, and MBM-Kellogg Brown & Root, Oil & Gas Division, in Abu Dhabi. Mr. Khoury graduated
from American University of Beirut with a BBA in Business Administration. In connection with his being appointed as a member of the Board
of Directors of the registrant. Altair International believes that Mr. Khoury’s international business experience makes him qualified
to be a member of its Board of Directors.
 
Mr. Khoury resigned as a Director
of the Company on April 23, 2024. 
 
Indemnification of Directors and Officers
 
Our Articles of Incorporation and Bylaws both provide
for the indemnification of our officers and directors, to the fullest extent, permitted by Nevada law.
 
Compliance with Section 16(a) of the Exchange Act
 
Section 16(a) of the Securities Exchange Act of 1934
requires our directors, executive officers and persons who own more than ten percent of our common stock, to file with the SEC initial
reports of ownership and reports of changes in ownership of common stock.  Officers, directors and ten-percent or greater beneficial
owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.  Based upon a review of
those forms and representations regarding the need for filing for the year ended March 31, 2024, we believe all necessary forms have been
filed.
 


 22 
 

Involvement in Certain Legal Proceedings
 
Our directors and executive officers have not been
personally involved in any of the following events during the past ten years:
 


•
any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 
 

•
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 
 

•
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

 
 

•
being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 


•
being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

 
 

•
being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 
Audit Committee
 
We do not have an audit committee financial expert
because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations
at the present time, we believe the services of a financial expert are not warranted.
 


 23 
 

ITEM 11. EXECUTIVE COMPENSATION
 
The table below summarizes all compensation
awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal
periods ended March 31, 2024 and 2023.
 
SUMMARY COMPENSATION TABLE
 
The following table provides information as to cash
compensation of all executive officers of the Company, for each of the Company’s last two fiscal years.
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
Nonqualified
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
Stock
 
 
 
Option
 
 
Non-Equity Incentive
    Plan
 
 
 
Deferred
    Compensation
 
 
 
All Other
 
 
 

Name and
 
 
 
Salary
 
 
 
Bonus
 
 
 
Awards
 
 
 
Awards
 
 
Compensation
 
 
 
Earnings
 
 
 
Compensation
 
 
Total

principal position
Year
 
 
($) (1)
 
 
 
($)
 
 
 
($)
 
 
 
($)
 
 
($)
 
 
 
($)
 
 
 
($)
 
 
($)

Leonard Lovallo
2024
 
$
22,000
 
 
$
0
 
 
$
44,000
 
 
$
0
 
$
0
 
 
$
0
 
 
$
0
 
$
66,000

CEO and Director
2023
 
 
34,000
 
 
$
0
 
 
$
270,000
 
 
$
0
 
$
0
 
 
$
0
 
 
$
0
 
$
304,000

 


 
(1)
Represents actual amounts paid.

 
Outstanding Equity Awards at Fiscal Year End.
There were no outstanding equity awards as of March 31, 2024.
 


 24 
 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table provides certain information regarding
the ownership of our common stock, as of the date of the filing of this annual report by:
 


•
each of our executive officers;

•
each director;

•
each person known to us to own more than 5% of our outstanding common stock; and

•
all of our executive officers and directors and as a group.

 


Officers and Directors
    Title of Class
Name
    and Address of Beneficial Owner
Common
    Shares
 
Percentage

Common Stock
Leonard Lovallo
322 North Shore Dr, Bldg 1B, Pittsburgh,
    PA 15212
3,520,000
11.1%

Common Stock
Ramzi Khoury
11 Rue Jean Jaures
Creteil, France 94000
 1,356,668
 4.5%

All Officers and Directors as a Group (2 persons)
 
4,876,668
15.6%

 
 
 
 

5% Beneficial Owners
 
 

Common Stock
Fourth Street Fund, LP
4047 St Georges Ct.
Duluth, GA 30096
5,671,722
18.8%

Common Stock
Lisa E. Mannion Rev Trust
4047 St Georges CT
Duluth, GA 30096
4,000,000
13.2%

Common Stock
Thirty 05 LLC
3005 Hoedt Rd
Tampa, FL 33618
1,633,886
5.4%

All Other Beneficial Owners as a Group (3 persons)
 
11,305,608
36.4%

 
The percentage of class is based on 31,975,852
shares of common stock issued and outstanding as of June 11, 2024.
 
 
ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 
During the years ended March 31, 2024 and 2023, the
Company paid Mr. Leonard Lovallo $22,000 and $34,000 for his role as Chief Executive Officer and President of the Company. As of March
31, 2024, Mr. Lovallo agreed to accept shares of common stock for his accrued salary through March 31, 2024 and for April Compensation.
Mr. Lovallo received 1,760,000 shares of common stock for $44,000 of accrued salary and 160,000 shares of common stock for $4,000 for
April compensation. The shares received for April were debited to prepaids. As of March 31, 2024 and 2023, the Company has accrued $0
and $18,000 of compensation due to Mr. Lovallo, respectively.
 
On January 8, 2022, the Company renewed and extended
its contract with its CEO for a term of one year. As a signing bonus, Mr. Lovallo was granted 400,000 shares of the Company’s common
stock. The shares were valued at $0.90, for total expense of $360,000, which was amortized over the one-year term. Mr. Lovallo’s
contract was extended for another year on January 1, 2023.
 
On December 22, 2022, Ramzi Khoury, Director, converted
$22,500 due to him into 70,000 shares of common stock.
 
As of March 31, 2024, Mr. Khoury agreed to accept
shares of common stock for his accrued salary through March 31, 2024 and for April Compensation. Mr. Khoury received 1,083,334 shares
of common stock for $32,500 of accrued salary and 83,334 shares of common stock for $2,500 for April compensation. The shares received
for April were debited to prepaids. In addition, Mr. Khoury forgave $5,000 that was owed to him. The amount was credited to paid in capital.
As of March 31, 2024 and 2023, the Company has accrued $0 and $7,500 of compensation due to Mr. Khoury, respectively.
 


 25 
 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Audit Fees
 
The aggregate fees billed for professional services
rendered by our auditor Fruci & Associates II, PLLC for the audit and review of our financial statements for the fiscal years ended
March 31, 2024 and 2023 amounted to $23,500 and $24,000, respectively.
 
Audit-Related Fees
 
During the fiscal years ended March 31, 2024 and 2023
our principal accountant rendered assurance and related services reasonably related to the performance of the audit or review of our financial
statements in the amount of $0 and $0, respectively.
 
Tax Fees
 
The aggregate fees billed for professional services
rendered by our principal accountant for the tax compliance for the years ended March 31, 2024 and 2023 was $0.
 
All Other Fees
 
During the fiscal years ended March 31, 2024 and 2023,
there were no fees billed for products and services provided by the principal accountant other than those set forth above.
 
 
ITEM 15. EXHIBITS
 
The following exhibits are filed as part of this Annual
Report.
 
Exhibits:
 


Number
Description

31.1
Certification of Chief Executive Officer and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002

32.1
Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS
Inline XBRL Instance Document

101.SCH
Inline XBRL Taxonomy Extension Schema Document

101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 
 


Item 16. FORM 10-K SUMMARY
 
Not applicable.
 


 26 
 

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
 
 
ALTAIR INTERNATIONAL CORP.
 
Dated: July 2, 2024
By:   /s/ Leonard Lovallo                    
Leonard Lovallo
President, CEO and Director
 
 
 
27
